Following our update dated 1 July 2025, please find further updates on the process to notify ultimate beneficial owners as required by Decree 168/2025/ND-CP.
As updated earlier, see link https://www.lntpartners.com/vi/legal-briefing/quy-dinh-moi-ve-chu-so-huu-huong-loi-buoc-tien-minh-bach-hoa-va-mot-so-luu-u-doi-voi-nha-dau-tu-nuoc-ngoai, starting from 1 July 2025, Vietnam will officially implement regulations on ultimate beneficial owners (UBO) under the Law on amending and supplementing certain articles of the Law on Enterprises, marking a significant milestone in strengthening corporate transparency and combating money laundering.
In parallel with the revised Law on Enterprises, on 30 June 2025, the Government issued Decree No. 168/2025/ND-CP on enterprise registration (“Decree 168”), which also came into effect on 1 July 2025. Among other new updates, Decree 168 introduces clear criteria for identifying ultimate beneficial owners, with a mandatory obligation to notify the provincial business registration authority as part of the enterprise registration process.
Who is an “Ultimate Beneficial Owner” as detailed in Decree 168?
Under Article 17 of the Decree, an ultimate beneficial owner of an enterprise with legal entity status is defined as an individual who satisfies one of the following criteria:
(a) Directly or indirectly owns at least 25% of the charter capital or 25% of the total voting shares of the enterprise. An individual is considered to hold indirect ownership if he or she owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through another organization;
(b) Has the right to control the decision-making on at least one of the following matters: appointment or removal of the majority (or all) of the members of the Board of Directors, chairman of the board of directors, chairman of the members’ council; the legal representative; the general director or director; amending or supplementing the company charter; changing the governance structure; restructuring or dissolving the company.
Building on this, Article 18 requires founders and enterprises to declare and notify the licensing authority of the identity of their ultimate beneficial owners as part of the registration process. Specifically
- Enterprises must declare individuals who meet the 25% ownership threshold (directly or indirectly);
- If a corporate shareholder meets this threshold, full corporate details must also be disclosed (name, business registration number or establishment decision, issuance date and place, head office address, and percentage of ownership).
Additionally, enterprises must identify and disclose other ultimate beneficial owners as defined under Article 17.1(b) of this Decree, where applicable.
To implement these requirements in practice, the Ministry of Finance issued Circular No. 68/2025/TT-BTC on 1 July2025, introducing new standardized forms for enterprise registration (“Circular68”). These forms include a new template specifically for declaring ultimate beneficial owners, which is now a compulsory component of all registration dossiers.
(the form of list of ultimate beneficial owners of the enterprises)
Practical Implications
From1 July 2025, all enterprise registration applications must comply with the updated dossier structure and use the new forms issued under Circular 68, especially the list of ultimate beneficial owners. Failure to do so may result in delays or rejections from the competent authorities. These developments represent a clear shift toward greater corporate transparency and accountability in Vietnam’s business registration system.
Stay tuned for upcoming articles on this topic by LNT & Partners.
